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                                                                    Exhibit 10.1

                               AMENDMENT NO. 1 TO
                  AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

            THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING LOAN
AGREEMENT (this "Amendment"), dated as of March 26, 2003, is entered into by and
among the financial institutions listed on the signature pages hereof
(individually, a "Lender" and collectively, the "Lenders"), Union Bank of
California, N.A., as Administrative Agent (in such capacity, the "Administrative
Agent"), Comerica Bank-California, as Collateral Agent, and ViaSat, Inc., a
Delaware corporation (the "Borrower"), with reference to the following facts:

                                    RECITALS

            A. The Borrower, the Lenders, the Administrative Agent and the
Collateral Agent are parties to the Amended and Restated Revolving Loan
Agreement, dated as of December 31, 2002 (the "Loan Agreement"), pursuant to
which the Lenders have provided the Borrower with a Revolving Loan facility and
a subfacility for Letters of Credit.

            B. The parties wish to amend the Loan Agreement to increase the
amount of the subfacility for Letters of Credit from "$4,000,000" to
"$7,000,000".

            NOW, THEREFORE, the parties hereby agree as follows:

      1. Defined Terms. Any and all initially capitalized terms used in this
Amendment (including, without limitation, in the recitals hereto) without
definition shall have the respective meanings specified in the Loan Agreement.

      2. Increase in Subfacility for Letters of Credit. Section 2.4(a) of the
Loan Agreement is hereby amended by deleting the reference therein to $4,000,000
and by substituting therefor a reference to $7,000,000.

      3. Condition Precedent. The effectiveness of this Amendment shall be
subject to the condition that the Administrative Agent shall have received an
original of this Amendment, duly executed by the Borrower, the Collateral Agent
and each of the Lenders

      4. Miscellaneous.

            (a)   Survival of Representations and Warranties. All
                  representations and warranties made in the Loan Agreement or
                  in any other document or documents relating thereto,

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                  including, without limitation, any Loan Document furnished in
                  connection with this Amendment, shall survive the execution
                  and delivery of this Amendment and the other Loan Documents,
                  and no investigation by the Administrative Agent or the
                  Lenders or any closing shall affect the representations and
                  warranties or the right of the Administrative Agent or any
                  Lender to rely thereon.

            (b)   No Events of Default. The Borrower is not aware of any events
                  which now constitute, or with the passage of time or the
                  giving of notice, or both, would constitute, an Event of
                  Default under the Loan Agreement.

            (c)   Reference to Loan Agreement. The Loan Agreement, each of the
                  other Loan Documents, and any and all other agreements,
                  documents or instruments now or hereafter executed and
                  delivered pursuant to the terms hereof, or pursuant to the
                  terms of the Loan Agreement as amended hereby, are hereby
                  amended so that any reference therein to the Loan Agreement
                  shall mean a reference to the Loan Agreement as amended
                  hereby.

            (d)   Loan Agreement Remains in Effect. The Loan Agreement and the
                  other Loan Documents remain in full force and effect and the
                  Borrower ratifies and confirms its agreements and covenants
                  contained therein. The Borrower hereby confirms that, after
                  giving effect to this Amendment, no Event of Default or
                  Default exists as of such date.

            (e)   Severability. Any provision of this Amendment held by a court
                  of competent jurisdiction to be invalid or unenforceable shall
                  not impair or invalidate the remainder of this Amendment and
                  the effect thereof shall be confined to the provision so held
                  to be invalid or unenforceable.

            (f)   APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
                  EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND
                  TO BE PERFORMABLE IN THE STATE OF CALIFORNIA AND SHALL BE
                  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
                  STATE OF CALIFORNIA.



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            (g)   Successors and Assigns. This Amendment is binding upon and
                  shall inure to the benefit of the Lenders and the Borrower and
                  their respective successors and assigns; provided, however,
                  that the Borrower may not assign or transfer any of its rights
                  or obligations hereunder without the prior written consent of
                  the Lenders.

            (h)   Counterparts. This Amendment may be executed in one or more
                  counterparts, each of which when so executed shall be deemed
                  to be an original, but all of which when taken together shall
                  constitute one and the same instrument.

            (i)   Headings. The headings, captions and arrangements used in this
                  Amendment are for convenience only and shall not affect the
                  interpretation of this Amendment.

            (j)   NO ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH THE OTHER
                  LOAN DOCUMENTS AS WRITTEN, REPRESENTS THE FINAL AGREEMENT
                  BETWEEN THE LENDERS AND THE BORROWER AND MAY NOT BE
                  CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
                  SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
                  UNWRITTEN ORAL AGREEMENTS BETWEEN THE LENDERS AND THE
                  BORROWER.




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            IN WITNESS WHEREOF, the parties have entered into this Amendment by
their respective duly authorized officers as of the date first above written.

                                              VIASAT, INC.

                                              By:____________________________
                                                       Ronald G. Wangerin
                                                       Vice President and Chief
                                                       Financial Officer

                                              UNION BANK OF CALIFORNIA, N.A.,
                                              as the Administrative Agent


                                              By:____________________________
                                                       Douglas S. Lambell
                                                       Vice President

                                              COMERICA BANK-CALIFORNIA,
                                              as the Collateral Agent

                                              By: _____________________________
                                                       Stephen M. Cusato
                                                       Senior Vice President

                                              UNION BANK OF CALIFORNIA, N.A.,
                                              as a Lender


                                              By:____________________________
                                                       Douglas S. Lambell
                                                       Vice President

                                              COMERICA BANK - CALIFORNIA,
                                              as a Lender

                                              By:____________________________
                                                       Stephen M. Cusato
                                                       Senior Vice President

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